Page 8 - MIC 2014 - English

BUSINESS OF THE MEETING

Financial Statements

The audited consolidated financial statements for the year will be available at the meeting. The full text of the 2013

ended December 31, 2013 and the report of the auditors Annual Report is available on Suncor’s web site at
thereon will be placed before the meeting. These audited www.suncor.com and has been filed with the Canadian

consolidated financial statements form part of our 2013 securities regulatory authorities and the U.S. Securities and
Annual Report. Copies of the 2013 Annual Report may be Exchange Commission.

obtained from the Corporate Secretary upon request and

Election of Directors

Number of Directors. Suncor’s articles stipulate there shall Majority Voting for Directors. The Board has adopted a
be not more than 15 nor fewer than eight directors. The policy that requires that any nominee for director who

Board is currently composed of 13 non-employee directors, receives a greater number of votes ‘‘withheld’’ than votes
including Mr. John Ferguson, our chairman of the Board, ‘‘for’’ his or her election as a director shall submit his or her

and one member of management, Steven W. Williams, our resignation to the Governance Committee of the Board for
President and Chief Executive Officer (‘‘CEO’’). After almost consideration promptly following the meeting. This policy

19 years of service to Suncor, Mr. Ferguson, our current applies only to uncontested elections, meaning elections
chairman of the Board, will be retiring from the Board this where the number of nominees for directors is equal to the

year and will not stand for re-election. Suncor has number of directors to be elected. The Governance
benefitted greatly from Mr. Ferguson’s unwavering Committee shall consider the resignation and shall provide

commitment and sound business judgment as well as his a recommendation to the Board. The Board will consider
focus on good governance and sustainability. Mr. Ferguson the recommendation of the Governance Committee and

brought a strong spirit of collaboration, discipline and determine whether to accept it within 90 days of the
integrity to Board discussions and the Board would like to applicable meeting and a news release will be issued by

thank Mr. Ferguson for his significant contributions to the Suncor announcing the Board’s determination, including, if
company. In accordance with our by-laws, the Board has applicable, the reasons for rejecting the resignation. A
determined that 13 directors will be elected at the director who tenders his or her resignation will not

meeting. Following the annual general meeting, and participate in any meetings to consider whether the
assuming that all proposed nominees for director are resignation shall be accepted.

elected as contemplated in this management proxy circular, Shareholders should note that, as a result of the majority
the Board will be composed of 12 non-employee directors,
voting policy, a ‘‘withhold’’ vote is effectively the same as a
and Mr. Williams. The term of office of each director is vote against a director nominee in an uncontested election.
from the date of the meeting at which he or she is elected

or appointed until the next annual meeting of shareholders
or until a successor is elected or appointed.

Unless authority to do so is withheld, the persons named

in the accompanying form of proxy intend to vote FOR the
election of the nominees whose names appear on pages 7

to 13. Management does not expect that any of the
nominees will be unable to serve as a director but, if that

should occur for any reason prior to the meeting, the
persons named in the accompanying form of proxy reserve

the right to vote for another nominee at their discretion
unless the proxy specifies the common shares are to be

withheld from voting in the election of directors.

6 SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014